<PAGE>
Exhibit 10.7
UNPROTECTED LEASE AGREEMENT
THAT WAS DRAWN UP AND EXECUTED IN TEL AVIV ON SEPTEMBER 26,
2004
BETWEEN
"EMED" REAL ESTATE DEVELOPMENT AND INVESTMENTS COMPANY LTD.
Public Company No. 52-002359-9
Of 3 Hayetzira Street, Ramat Gan
(hereinafter: the "LANDLORD")
ON THE ONE HAND
AND
PREDIX PHARMACEUTICALS LTD.
COMPANY NO. 51-2864307
OF 3 HAYETZIRA STREET, RAMAT GAN
(hereinafter: the "TENANT")
ON THE OTHER HAND
In this Lease the following terms shall
have the meanings set forth next to
them:
"THE STRUCTURE" OR "THE BUILDING"
- a
building intended for offices for
commerce and for parking on Bezalel
Street, corner Hayetzira Street, in
Ramat Gan, which is also known by the
nickname "Sh. A. P. House".
"THE DEMISED PREMISES" OR "THE UNIT"
- 19th
floor, north east.
"INDEX"
- The Consumer Price Index (including
fruits and vegetables) that is published
by the Central Statistics Office (the
"OFFICE").
"THE BASIC INDEX"
- The Index that was published on
September 15, 2004 for the month of
August 2004.
"LINKED" "LINKAGE DIFFERENTIAL"
Multiplying the relevant amount by the
"LINKED VALUES" AND ANY SIMILAR TERM:
relevant value
between the last Index
published before the time of the
calculation and/or the payment relevant
to the matter (hereinafter: the "NEW
INDEX") and the Basic Index, or in the
ratio between any other indices if it is
so stated specifically in this Lease.
"THE REPRESENTATIVE RATE"
The representative rate of the Dollar as
it is published by the Bank of Israel
for the date
<PAGE>
relevant for the carrying out of the
calculation and/or the payment.
"THE DEMISED PREMISES FOR PURPOSES
600 square
meters. This area is agreed
OF THE PAYMENT OF RENT"
upon and is not given to inspection
and/or taking exception and/or appeal on
the part of any of the parties.
WHEREAS-
the Landlord is the sole possessor of
the Demised Premises and the owner of
the rights to register as the sole owner
of
the Demised Premises, and it
represents that it is entitled to lease
the Demised Premises, and there is no
impediment to entering into a
contractual relationship by means of
this Lease; and
WHEREAS -
the Tenant approached the Landlord and
proposed
to it that it lease the Demised
Premises from it, all pursuant to the
terms and for the consideration detailed
below in this Lease; and
WHEREAS -
the Landlord agreed to lease the Demised
Premises to the Tenant, all pursuant to
the terms and for the consideration
detailed below in this Lease and in the
exhibits annexed to it; and
WHEREAS -
the parties desire to define and arrange
their legal relationship as detailed in
this Lease Agreement as follows:
THEREFORE, IT IS REPRESENTED, AGREED AND CONDITIONED
BETWEEN THE PARTIES AS FOLLOWS:
The Preamble to this Lease and the exhibits
thereto constitute an integral part
thereof. In the event that any exhibit is
not annexed to this Lease at the time
of its signing, that exhibit shall be
annexed at the time of its preparation,
and it shall be deemed to be an integral
part of the Lease.
1. THE TRANSACTION
The
Landlord obligates itself to lease to the Tenant, and the
Tenant
obligates
itself to lease from the Landlord, the Demised Premises
pursuant
to the
terms and at the price detailed in the Lease, including its
exhibits.
<PAGE>
2. THE TENANT'S
REPRESENTATIONS
The Tenant
represents that it inspected the Building and its surroundings,
as well as
the Demised Premises, and found them appropriate for its needs
and that,
subject to the delivery of the Demised Premises to the Tenant
at
the
appointed delivery time in its current condition, the Tenant shall
not
have any
claim of inappropriateness of any nature whatsoever, subject
only
to the
terms of this Lease.
3. THE PURPOSE OF THE
LEASE
3.1
The Tenant is
leasing the Demised Premises in order to operate /
manage offices therein (hereinafter: the "LEASE PURPOSE"), and
for
no other purpose.
3.2
Any substantive
change or broadening of the Lease Purpose requires
the prior written approval of the Landlord.
3.3
The Tenant
represents and warrants that it will not object to the
fact that the other businesses and offices or some of them will
conduct their businesses at the times and the hours that they
deem
fit and that it will not have any complaint whatsoever with
regard
thereto.
3.4
The Tenant
represents and warrants that it is aware that other
businesses and offices will operate in the Building, and it
represents and warrants that it will not have any complaint
whatsoever against the Landlord with regard thereto, including
with
regard to their hours of operation, the entry and exit
arrangements
they have, the noise interference, the oppression of smells, or
any
other nuisance whatsoever resulting from their activities.
3.5
In order to
avoid doubt, it is agreed and clarified hereby that the
Tenant itself shall be responsible for obtaining all permits
required by law to open and operate its business in the Demised
Premises.
The Tenant commits to fulfill all the terms required for the
purpose
of obtaining all the permits, as aforesaid, to manage its
business
pursuant to their terms, and to maintain them in effect
throughout
the entire lease term.
4. THE TERM OF THE
LEASE
4.1
The lease term
pursuant to this Lease shall commence on October 15,
2004 (hereinafter: the "DELIVERY DATE"). The entry upon the
Demised
Premises shall be permitted already on October 3, 2004, and
from
that date onward the Tenant shall bear the costs of Arnona
[municipal real estate taxes], electricity, water, maintenance,
and
the like, other than rental payments.
4.2
The rental term
shall terminate at the end of 24 months from its
commencement, as stated in Section 4.1 above, that is, on
October
14, 2006 (the period between October 15, 2004 and October 14,
2006
shall be referred to below as: the "LEASE TERM").
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The Landlord hereby gives the Tenant its consent to extend this
Lease after the Lease Term, for four (4) additional option terms
of
one year each, according to the absolute discretion of the
Tenant.
During the first option period, should the Tenant elect to
exercise
it, the same terms as are detailed in this Lease shall apply.
Thereafter, should the Tenant elect to make use of the second
option
period, the rental payments (as defined in Section 5.1) shall
be
increased by 5% (the "MONTHLY RENTAL PAYMENTS"). The Monthly
Rental
Payments shall be in effect for the second option period and for
the
two periods thereafter, should the Tenant elect to exercise
them,
and the balance of the terms detailed in this Lease shall
apply.
Despite what is stated above, the Tenant shall be entitled at
any
time to bring a replacement tenant in its stead, who shall
assume
all the obligations pursuant to this Lease, provided that the
Landlord approves the replacement tenant, as aforesaid. The
Landlord
shall be allowed to object to the replacement tenant only for
reasonable reasons.
4.3
INTERNAL WORK /
IMPROVEMENTS / INSTALLATION OF AIR CONDITIONER
4.3.1 The entry of the Tenant onto the Demised Premises shall
be
conditioned on the delivery of the securities as detailed in
Section 14 below.
4.3.2 The Landlord hereby gives its consent for internal work
within
the Demised Premises, including improvements for the purpose
of making it compatible to the needs of the Tenant. This
consent is conditioned upon the delivery of a drawing of the
improvements which shall be approved by the Landlord.
4.3.3 The Tenant shall solely be liable for the carrying out of
the
internal work and it covenants that the works will be carried
out according to all laws related to their undertaking,
including safety instructions, and in coordination with the
management company.
4.3.4 The Tenant shall be responsible for any damage that shall
be
caused during the course of the internal work or as a result
thereof to those carrying out the work, to the Landlord and
its employees if they entered upon the Demised Premises in
coordination with the Tenant, to third parties, as well as to
the Demised Premises, to adjacent units, and to the project.
4.3.5 The Landlord hereby gives its consent to the Tenant to
install
two mini central air conditioners having a volume of six horse
power each, on the service floor of Sh. A. P. House, which
will serve to cool the service room in the Demised Premises
Building.
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5. RENTAL PAYMENTS
The Tenant
shall pay the Landlord rent throughout each Lease Term, as
detailed
in the provisions of Section 4 above, in accordance with the
provisions
below:
5.1
The Tenant shall
pay the Landlord rent for the Demised Premises in
the New Israeli Shekel equivalent of $14.50 (fourteen and one
half
U. S. Dollars) per square meter per month, in addition to Value
Added Tax.
5.2
The rent for the
Demised Premises and throughout all the Lease Terms
shall be paid by the Tenant each six (6) months in advance
(hereinafter: the "RENT").
5.3
Value Added Tax
on the Rent, or any tax that comes in its stead, or
any tax which, according to the law that imposes it, applies it
to
the Tenant, at the rate that shall apply from time to time
according
to the law, shall be the obligation of the Tenant and shall be
paid
by it by post-dated check dated the date of the payment of the
VAT
to the tax authorities with each payment on account of the rent
in
return for a tax receipt as provided by law. Any tax and/or
impost
which, according to the law that imposes it, applies it to the
Landlord and/or on the owner of the Demised Premises, shall be
paid
by the Landlord and shall not influence the level of the Rent
and
its manner of payment.
5.4
The Tenant
covenants to pay the Rent to the Landlord and the
management fees to the management company during the entire
Lease
Term, without any condition, and subject to the other terms of
this
Lease, including the provisions of the latter part of Section
4.2,
whether it made use of the Demised Premises or not, for
whatever
reason. It is emphasized that any claim that the Tenant may
have
against the management company, including regarding setting off
management fees, shall apply as well to the obligation that
appears
in this section regarding the management fees.
6. ADDITIONAL
PAYMENTS
6.1
Throughout the
entire Lease Term the Tenant shall pay, in addition
to the Rent, all the municipal and/or governmental or other
payments, imposts, arnonas, taxes and obligatory payments of
any
sort whatsoever, including fees, registration and license fees
of
any sort whatsoever relating to the Demised Premises and/or its
operation and/or its maintenance which apply to whoever rents
the
Demised Premises. Taxes and imposts relating to the Demised
Premises, its operation, its maintenance, or with regard to the
Rent
that will be imposed in the future and that are not in existence
at
the time of the execution of this Lease Agreement, shall be
imposed
upon the Tenant if it is determined therein that they apply to
the
Tenant. It should be emphasized that all that is stated above
shall
apply only and exclusively regarding payments relating to the use
of
the Demised Premises by the Tenant.
The Landlord shall bear the payment of the property tax and
other
taxes if they are imposed in the future for the rights of
ownership
of the Demised Premises, as
<PAGE>
well as income taxes for the Rent. The Landlord shall bear any
tax
and/or impost and/or other payment in which it is provided that
it
applies to the owner of the Demised Premises or on the party
leasing
out the property, including one-time imposts and fees, such as
road
imposts, sewage (that is not included as a regular monthly
payment
in the arnona payment), etc.
6.2
Without
derogating from the generality of the foregoing, the Tenant
shall bear throughout the Lease Term all payments for the supply
of
water, electricity, telephone, arnona, business tax, sign tax,
or
any other expenditure relating to the use and operation of the
Demised Premises. The Landlord represents that on those items
there
are no existing debts that were generated prior to the Lease
Term
and that are likely to prevent the use thereof by the Tenant.
6.3
The Tenant shall
bear, throughout the entire Lease Term, payments
due for maintenance and management of the Building in
accordance
with the provisions of the Management Agreement to which it is
a
party and in accordance with the law.
6.4
The Tenant
covenants to notify in writing the City of Ramat Gan, the
Electric Company, and other interested parties regarding the
lease
of the Demised Premises.
Shortly after the time of the commencement of the lease the
Tenant
covenants, should the Landlord so direct him, to transfer the
water
and/or telephone and/or electricity and/or municipal and/or any
other account that relates to a payment and/or tax that is the
responsibility of the Demised Premises and generally is paid by
the
Tenant, to the name of the Tenant.
7. MANAGEMENT OF THE
BUILDING
7.1
The Tenant will
sign with the management company of the Building the
Management Contract annexed hereto as Exhibit A. the Tenant
shall
pay the management company the management fees as demanded by
the
management company, in accordance with the Management Contract
with
it and in accordance with law.
7.2
The signature of
the Tenant on this Lease Agreement and on the
Management Contract as an exhibit thereto constitutes a direct
obligation toward the management company, as well as an
obligation
of the Tenant toward the Landlord to fulfill all of its
obligations
toward the management company, whether they are detailed in
this
Lease and whether as they are detailed in the Management
Contract
described above, subject to what is stated in Section 5.4
above.
8. GARAGE AND PARKING
SPACES
Within the
framework of the Building there were built an underground
parking
garage and an above ground parking garage (collectively: the
"GARAGES"). The Tenant affirms that it is aware that the Garages
are
operated
as garages for commercial purposes by an
<PAGE>
external
operator (hereinafter: the "OPERATOR"). It is agreed that the
Landlord
and the external Operator shall be entitled to determine, inter
alia, a
different price for a specific parking space than for an
unreserved
parking space, to collect parking fees from various users on
the basis
of parking by the hour, by the day, or any other period and
similar
commercial considerations upon which the Landlord and the
Operator
shall
decide in their discretion.
9. LIABILITY,
INDEMNIFICATION AND INSURANCE
The
Tenant, and it alone, shall be liable for all bodily and/or
property
damages
that shall be caused, as well as for any tort that shall occur
in
the
Demised Premises - all in connection with the possession of the
Demised
Premises and/or the use that shall be made thereof, all on
condition
that the damage was not caused willfully and/or intentionally
by
the
Landlord and/or the management company and/or by someone acting
on
their
behalf or as a result of their failure to act.
The Tenant
absolves the Landlord from any liability for damage to property
found on
the Demised Premises (its own property or that of others), as
well as
for all indirect or consequential damages (loss of profits,
loss
of
goodwill, etc.) should any of these occur during the Lease Term
-
regardless
of what was the cause that brought them on, and all on
condition
that the damage was not caused by a willful or intentional act
by the
Landlord and/or the management company and/or by someone acting
on
their
behalf or as a result of their failure to act.
The
Landlord shall not bear any liability for bodily injury to the
Tenant
itself, to
the employees of the Tenant, to its customers, visitors,
invitees,
or to any other person who arrived at the Building at the
direction
of the Tenant or for any purpose whatsoever connected with the
Tenant, to
the business and/or in the Demised Premises, and which shall be
caused in
the Demised Premises, during the Lease Term, except in those
cases
where the Landlord willfully and/or intentionally caused the
damage.
The
liability of the Tenant to the Landlord and/or anyone acting on
its
behalf who
is located on the Demised Premises shall not apply if their
presence
is unlawful.
It should
be emphasized that the liability of the Tenant pursuant to this
section is
solely and exclusively with regard to the net area of the
Demised
Premises, and shall not apply to the public areas included
within
the
framework of this Lease (including bathrooms, stairs,
elevators,
Garage,
lobby and the like), and in any event are not intended to
derogate
from the
Landlord's liability under law.
The Tenant
shall indemnify the Landlord for any damage and/or claim and/or
debt that
the Landlord shall be required to pay in connection with
damages
the source
of which is an act of negligence on the part of the Tenant that
shall have
occurred in the Demised Premises and/or in connection with
and/or
related to the possession of the Demised Premises and/or in
connection
with the use made thereof and for which the Tenant is liable
therefore,
as noted above, all immediately upon receipt of the first
demand in
writing from the Landlord, and on condition that a notice of
damage
and/or claim and/or
<PAGE>
debt as
aforesaid is delivered to the Tenant immediately upon its
receipt,
and that
the Tenant shall have the opportunity to defend against the
same.
Without
derogating from the provisions of this Section 9, the
provisions
of the
liability insurance and the indemnification are included in
EXHIBIT
C annexed
hereto, and which constitute an integral part of this Lease.
10. MAINTENANCE OF THE DEMISED
PREMISES AND ITS MANAGEMENT
10.1
The Tenant shall be
responsible for obtaining the required licenses
pursuant to any law for the use of the Demised Premises according
to
its purpose and to maintain them in force. The Landlord
represents
that all the licenses and permits in order to occupy the
Demised
Premises and to make general use thereof were received and
lawfully
are in effect.
10.2
The Tenant shall
conduct its business in accordance with all laws
relating thereto, and without causing any interference
including,
but not limited to, noise, smell, pollution, etc., and also not
to
interfere with the other businesses and offices and the
environment,
and also not to interfere with their quiet enjoyment, except
for
reasonable activities, such as repairs, moving equipment, and
the
like.
10.3
The Tenant shall
conduct its business in the Demised Premises while
paying close attention to the regulations and the instruction of
the
management company as a result of its authority, as set forth
in
Section 7 above and its subsections.
10.4
Subject to the
liability of the Landlord as the developer who
established the Building to repair defects that are discovered
in
the Demised Premises and that flow from defective construction,
use
of defective materials, and the like, the Tenant covenants to
maintain the Demised Premises during the entire Lease Term in a
good
and orderly condition, and will repair without delay and at its
own
expense, any spoilage, damage or defect that is revealed
therein
that is a result of its use, except reasonable wear and tear.
Should
the Tenant not have done so within a reasonable amount of time
from
when it was requested to do so, then the Landlord shall be
entitled
to enter upon the Demised Premises to do so in its stead and at
its
expense, and that without derogating from the right of the
Landlord
for any other relief.
The Tenant will relinquish the possession of the Demised Premises
to
the Landlord at the end of the Lease Term or sooner if this Lease
is
terminated, in the same condition in which it received it,
subject
to reasonable wear and tear. Prior to the vacation of the
Demised
Premises, the Tenant shall remove from the Demised Premises at
its
own expense each object and each addition or fixed device that
was
installed by it and shall restore the situation to its prior
condition unless the Landlord expressly and in writing agreed
to
leave some of them in the Demised Premises, in which case the
same
shall become its property without any payment therefor. The
provisions of this section shall not apply to the results of
the
improvements that will be carried out by the Tenant, as stated
in
Section 4.3
<PAGE>
above, and which shall be acceptable to the Landlord after
approval
of the drawing of the improvement by the Landlord, as stated
above.
10.5
The Landlord shall be
entitled, should it so desire, to enter the
Demised Premises from time to time at reasonable times and with
prior coordination in order to inspect the fulfillment of the
terms
of this Lease Agreement and/or in order to carry out works and
repairs.
10.6
The Tenant shall not
be entitled to make changes and/or additions to
the Demised Premises without the prior written consent of the
Landlord, and in accordance with the terms of the consent, if it
is
given, all according to the absolute discretion of the
Landlord,
provided that the consent not be withheld other than for
reasonable
and relevant grounds.
10.7
The Tenant shall not
affix signs or notices on the external walls of
the Demised Premises or the Building without the prior written
consent of
the payment of the sign tax according to the law. It is
agreed that the Tenant is entitled to affix and/or to install
signs
on the entrance door to the office, in the lobby of the floor,
and
in the lobby at the entrance to the Building -- at a place set
aside
for it on behalf of the Building management.
10.8
The Tenant will not
permit the activities of outside contractors in
the Demised Premises or in the surroundings without the written
consent of the Landlord, and in any case the Tenant shall be
required to verify that the contractor will operate in
coordination
with the Landlord and/or the management company and/or their
representatives and will follow all the directives given by
them.
The aforesaid shall not apply to repairs or minor works that are
not
likely to affect the Demised Premises and its devices.
10.9
If, and to the extent
that, within the framework of the Demised
Premises a shelter is included, the Tenant shall have the right
to
use the protected area, subject to the Tenant's obligation to
permit
all the tenants of the floor and/or the Building to use the
protected area where the same is required, in accordance with
the
directions of the civil defense forces and any other
appropriate
authority.
The Tenant obligates itself not to make use of the protected
area,
not to install therein devices, and not to make changes and/or
additions to it other than as permitted or required pursuant to
the
instructions of the appropriate authorities as they shall be
installed and/or be amended from time to time.
Should the Tenant not act in accordance with the directives of
the
civil defense authorities and/or any other appropriate
authority,
then the Landlord shall be entitled to enter upon the protected
area
and act therein on its own in accordance with the directives of
the
appropriate authorities, but only after it requested that the
Tenant
do so and it did not do so within a reasonable period of time
from
the time that it was requested so to do.
<PAGE>
11. ASSIGNMENT OF RIGHTS
11.1
The Tenant shall not
lease the Demised Premises or any part thereof
in a sublease, shall not assign it or any part thereof to
another
and shall not permit anyone else to make use of it or any part
thereof, for or without consideration, and likewise it will not
place a charge or mortgage on any of its rights under this
Lease
Agreement unless it received the express prior written consent
of
the Landlord.
11.2
The Landlord shall be
entitled to transfer and/or to assign and/or
to charge, in part or in whole, its rights in the Building and/or
to
the Demised Premises and/or its rights pursuant to this Lease,
in
whole or in part, provided that the rights of the Tenant not be
affected. The Tenant obligates itself to cooperate and to sign
any
document that is required or that it shall be requested by the
Landlord to approve and/or to carry out the foregoing.
12. RELIEF AND REMEDIES
12.1
If any party to this
Lease Agreement breaches one of its terms, the
injured party shall be entitled to all the remedies provided in
the
Contracts Law (Remedies for Breach of Contract), 5731-1970, and
that
without derogating from the provisions of this Lease or the
provisions of any law, and that also in case a specific relief
is
provided is determined for any breach within the framework of
this
Lease.
12.2
Without derogating
from its rights to greater compensation or to any
other relief, it the case of a fundamental breach of this Lease
Agreement by the Tenant, or any other breach which is not cured
within 30 days of the written demand of the Landlord, then the
Landlord shall be entitled to receive liquidated damages
estimated
in advance to be $3,000 per month (or the pro rata portion
thereof)
linked to the Index as specified, and until the actual date of
payment, and that whether it opts to enforce the lease or opts
to
terminate it, and the parties represent that they view the
above
amount as fair compensation for the damage that the parties view
as
the aggregate outcome of the fundamental breach of this Lease
Agreement.
12.3
Any breach of any of
the provisions of the Lease set forth below
shall be deemed to be a fundamental breach thereof:
12.3.1 Any breach of the provisions of Subsections 3.1, 7.1,
10.4,
10.6 and Sections 11 and 14 of this Lease that is not cured
within 14 days from the time of the giving of notice by the
Landlord.
12.3.2 A delay in the making of any payment that the Tenant is
obligated to make pursuant to the provisions of Sections 5
and 6 (including the subsections thereof) of this Lease, for
a period in excess of 14 days and/or any 3 consecutive late
payments of a payment that the Tenant must make to the
Landlord during the course of a lease year.
<PAGE>
12.3.3 Any other breach that is not cured within 30 days from
the
time that the Landlord demanded that the Tenant cure the
aforesaid breach.
12.4
The Landlord shall be
entitled to cancel this Lease Agreement and to
demand that the Tenant immediately vacate the Demised Premises
and
return the possession thereof to it under the terms provided in
Section 10.4 above in each of the following cases:
12.4.1 The Tenant made a fundamental breach of this Lease
Agreement.
12.4.2 The Tenant breached in any manner the provisions of this
Lease Agreement and did not cure the breach within 30 days
from the date requested.
12.4.3 A motion was submitted to a court having jurisdiction to
liquidate the Tenant or to declare it bankrupt, to appoint a
trustee, liquidator, temporary liquidator, preliminary
liquidator, a receiver for a substantial portion of its
assets for it, and a court order is issued in response to the
motion, and the order is not set aside within 90 days of its
having been issued and/or id the Tenant filed a motion for
its liquidation or to have it declared a bankrupt and/or to
have an arrangement of creditors.
If a cancellation notice is given, the following provisions
shall
apply:
In the case the Tenant is liquidated, the Landlord shall have
the
right of a lien under law as security for the payment of all
the
damages and the funds that will be due to the Landlord and/or
the
management company from the Tenant in such a situation.
12.4.4 The Tenant will be responsible for the return to the
Landlord
immediately upon the receipt of a first written demand all
reasonable expenses, damages and reasonable losses that will
be caused to it as a result of the breach of the Lease by the
Tenant, and according to law.
12.4.5 The Tenant shall not have the right to object by any
means
and/or to attempt to delay or to prevent the Landlord from
entering into a contractual relationship with any other
tenant and/or to attempt to prevent or to delay the carrying
out the renting of the Demised Premises to any replacement
tenant whatsoever. All the foregoing shall apply both to the
relationship between the Landlord and the Tenant and between
the Tenant and the replacement tenant and shall be deemed to
be, inter alia, a contractual provision for the benefit of a
third party.
12.5
Any delay in the
making of a payment by any party shall bear default
interest at the rate customary at Bank Hapoalim B.M. for
extraordinary overdrafts at that time for the period of the
delayed
payment.
<PAGE>
12.6
In any case in which
the Tenant shall be late at his fault by more
than 30 days in the transfer of any payment that it is obligated
to
make to the Landlord, then the Landlord shall be entitled, on
thirty
(30) days' written notice to the Tenant, and without derogating
from
its right to any other relief, to immediately cease to supply to
the
Tenant and/or the Demised Premises electricity, water, air
conditioning or other services whatsoever, at its discretion,
and
the Tenant shall not have any contention or claim with regard
thereto.
12.7
In any case of failure
to vacate the Demised Premises on time by the
Tenant at the end of the Lease Term or upon the cancellation of
this
Lease Agreement, then the Landlord shall be entitled, without
derogating from its rights for any other relief, and after
having
given sixty (60) days' written notice thereof:
12.7.1 to immediately cease to supply to the Tenant and/or the
Demised Premises electricity, water, air conditioning or
other services whatsoever, at its discretion, and the Tenant
shall not have any contention or claim with regard thereto.
12.7.2 to enter the Demised Premises itself and/or by means of
others, and in order to do so to use reasonable force, and to
remove all possessions and tangible items that are found
there from the Demised Premises, as well as to the change the
locks and to prevent access to it by the Tenant or any one
acting on its behalf in any way it deems appropriate.
In any case of failure to vacate the Demised Premises on
time, as aforesaid, by the Tenant, the Tenant or the party
acting on its behalf shall be deemed to be a "squatter" upon
the Demised Premises, and it shall not have any contention or
claim against the Landlord or anyone acting on its behalf for
the damages caused to it or its possessions as a result of
such an activity.
The Tenant shall be liable to pay the Landlord for all the
expenses caused to the Landlord or to someone acting on its
behalf in the foregoing actions.
12.8
The delay in, or
failure to use any right on the part of the
Landlord pursuant to this Lease Agreement shall not be deemed
under
any circumstances or in any case to be a "waiver" or the basis for
a
claim of forbearance against it on the part of the Tenant,
subject
to the law.
13. ABSENCE OF PROTECTED TENANCY
RIGHTS
13.1
It is specifically
represented that the Demised Premises is located
in a building that was completed after August 20, 1968, and
that
this tenancy is being made expressly conditioned on the fact
that
the protected tenancy laws do not apply to the tenancy, the
Tenant
represents that it did not and will not pay the Landlord key
money
or any other consideration that is not rent, and that the Tenant
and
any party
coming in its place will not be a protected tenant in the
Demised Premises pursuant to the law, and that it will be
prohibited
from raising any contentions or
<PAGE>
claims whatsoever with regard to its being a protected tenant
or
that it has greater rights in the Demised Premises than what is
specifically stated in this Lease.
13.2
The Tenant represents
that all the investments that it shall make in
the Demised Premises, including equipment and devices, shall be
made
solely for its needs, and it shall be prohibited from raising
the
contention that these investments constitute key money or a
substitute for key money or a payment pursuant to Section 82 of
the
Protected Tenant's Law (Consolidated Version), 5732-1972, or
any
payment that grants it rights whatsoever in the Demised
Premises,
and likewise, it will be prohibited from demanding a contribution
or
a refund, in whole or in part, from the Landlord for the
foresaid
investments.
14. SECURITY
BANK
GUARANTY
14.1
As surety to the
fulfillment of all the obligations pursuant to this
Lease Agreement, the Tenant shall present to the Landlord prior
to,
and as a condition to, entering upon the Demised Premises for
the
purposes of carrying out the internal work as detailed in
Section
4.3 above, an assignable unconditional bank guaranty, made out
to
the benefit of the Landlord, exercisable in installments, stamped
as
required by law, at the expense of the Tenant, in the form
annexed
to this Lease as Exhibit B, to remain in force until 45 days
after
the end of the Lease Term, in the sum of $43,500 (forty three
thousand five hundred U. S. Dollars).
14.2
The Tenant shall bear
all the costs of the bank guaranties,
including the fees of the guarantor bank.
14.3
The Landlord shall be
entitled to exercise the guaranty (or a part
thereof, as the case may be, and in accordance with the amount
of
the debt) in any case of a fundamental breach of this Lease
Agreement by the Tenant or in any case in which any funds are due
to
the Landlord from the Tenant, which were not paid when due,
provided
that the Tenant was provided with 14 days' prior written notice
before the drawing down of the guaranty.
14.4
The foregoing
notwithstanding, it is agreed that the Tenant may
provide the Landlord with a bank guaranty for a shorter period
of
time on condition that the Tenant sees to it that the
effectiveness
of the guaranty is extended from time to time at least fourteen
(14)
days prior to its anticipated expiration date.
14.5
If the Tenant does not
present the Landlord with an alternative bank
guaranty at the aforesaid time, then the Landlord shall be
entitled
to exercise the full bank guaranty in its possession, provided
it
notifies the Tenant thereof in writing 14 days prior to the
drawing
down of the guaranty.
<PAGE>
15. ARBITRATION
In any
case in which disputes arise and/or differences between the
parties
with
anything regarding the execution and/or the effectiveness or
breach
and/or the
carrying out and/or the interpretation of this Lease, the
parties
will submit the disputes or the differences for the
determination
of an
arbitrator whose identity shall be determined by the agreement
of
the
parties, or in the absence thereof, the arbitrator shall be
appointed
within ten
(10) days from the date on which no agreement between the
parties
was reached by the Chairman of the Israel Bar Association, at
the
request of
one of the parties, after giving three days' prior written
notice to
the other party (hereinafter: the "ARBITRATOR").
15.1
The Arbitrator shall
act as the sole arbitrator and his
determination shall be final.
15.2
The provisions of this
Section 15 shall be deemed to be an
arbitration agreement between the parties, and the provisions of
the
Addendum to the Arbitration Law, 5728-1968, shall apply to the
arbitration that is the subject of this Lease, as well as to
the
Arbitrator.
15.3
It is agreed that the
authority of the Arbitrator shall be
specifically subject to the provisions of this Lease, including
its
exhibits, and that the Arbitrator shall be empowered to issue
temporary orders and other temporary relief, and he shall be
subject
to
the substantive law but not to the laws of evidence and
procedures.
15.4
A referral to the
Arbitrator or the engaging in arbitral proceedings
shall not give rise to the delay and/or postponement and/or
exemption of the Tenant any of its obligations as set forth in
this
Lease, including its obligations to make any payments as long as
the
Lease Term is in effect.
15.5
Anything contained in
this Section 15 notwithstanding, the Landlord
has the right to sue the Tenant in the appropriate court in Tel
Aviv
- Jaffa for the eviction or removal of the Tenant from the
Demised
Premises at the end of the Lease Term and/or upon the
cancellation
of this
Lease, on condition that no approach has been made to
appoint an Arbitrator.
16. MISCELLANEOUS
16.1
The Landlord shall be
entitled at any time, without the need for any
consent on the part of the Tenant, to make any change or addition
to
the Building that will not have a substantial detrimental affect
on
the Tenant, its work environment, or its approach thereto,
according
to its absolute discretion, both prior to and after the
commencement
of the Lease Term, including, but not limited to, the addition
or
diminution of area, to add floors, areas or wings to the
Building,
the conversion of closed or open public areas to areas in the
exclusive use of
various users, changes in the entrances, passage
ways, extra area of any kind, and any other change in
construction
or in the Building plans.
Likewise, the Tenant is aware that the Landlord intends to add
construction area beyond what is currently permitted according
to
the zoning regulations and the
<PAGE>
Tenant agrees to any additional construction that may be made,
subject to the foregoing.
The
Landlord obligates itself that the aforesaid changes and
additions, if they are undertaken, will be made subject to
building
permits if required, and that they will be made in a manner
such
that the interference to be caused to the Tenant shall be the
minimum amount possible, in a reasonable manner, and that the
completeness of the Demised Premises will not be affected.
16.2
This Lease reflects
the entirety of all the understandings between
the parties and it replaces and voids any negotiations, heads
of
agreement, representation or document that preceded its
execution,
any change in the provisions of this Lease shall be effective
and
binding only if in writing and lawfully signed by both parties.
16.3
The debts that the
parties to this Lease owe to each other are
subject to set off only upon prior written agreement.
16.4
Any change and/or
waiver and/or variance from the provisions of this
Lease shall not be binding unless done in writing and signed by
the
parties to the Lease.
16.5
The addresses of the
parties for the purposes of giving notices
shall be as set forth at the head of the Lease. Any notice that
shall be sent by registered mail shall be deemed to be received
by,
and brought to the attention of, the recipient party within
five
days of its dispatch, and in the case of hand delivery, within
12
hours of its delivery.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS LEASE:
/s/ ILAN SCHEFFLER
/s/ SILVIA NOIMAN
-------------------------------------
-------------------------------------
"EMED" REAL ESTATE DEVELOPMENT
PREDIX PHARMACEUTICALS LTD.
AND INVESTMENTS COMPANY
LTD.
(the Landlord)
(The Tenant)
By Mr. Ilan Scheffler, Vice President
By
Dr. Silvia Noiman, General Manager
<PAGE>
INSURANCE ADDENDUM
EXHIBIT C
TO AN UNPROTECTED LEASE AGREEMENT THAT WAS DRAWN UP AND
EXECUTED
IN TEL AVIV ON SEPTEMBER 26, 2004
BETWEEN: "EMED" REAL
ESTATE DEVELOPMENT AND INVESTMENTS COMPANY LTD.
Public Company No. 52-002359-9
3 Hayetzira Street
ShAP House, Ramat Gan
(hereinafter: the "LANDLORD")
ON THE ONE HAND
AND BETWEEN: PREDIX PHARMACEUTICALS
LTD.
Company No. 51-2864307
3 Hayetzira Street
ShAP House, Ramat Gan
(hereinafter: the "TENANT")
ON THE OTHER HAND
1. Without derogating
from the liability of the Tenant pursuant to this Lease
or in
accordance with any law, prior to the time of commencement of
the
business
of the Tenant in the Demised Premises, or prior to the time of
the
bringing in of any property into the Demised Premises - the earlier
of
the two,
the Tenant commits to arrange and keep for the duration of the
term of
this Lease the insurances detailed in the continuation of this
section
(which shall hereinafter be called: the "DEMISED PREMISES
INSURANCES") with a lawfully authorized and reputable insurance
company.
1.1
Insurance of the
contents of the Demised Premises, equipment that
serves the Demised Premises owned and/or under the responsibility
of
the Tenant that is located outside the Demised Premises within
the
Building, as well as any repair, change, improvement,
enhancement
and addition to the Demised Premises that is made and/or will
be
made by the Tenant and/or for it, as well as furniture,
equipment
and
